Not independent
Tenure on this board
2.2 yrs
6 nominees · 3 ballot items.
Three proposals: 1) special resolution to amend charter to permit up to six one-month extensions (June 20–Dec 20, 2026) of the deadline to complete a business combination; 2) ordinary resolution to ratify WithumSmith+Brown, PC as independent registered public accounting firm for 2026; 3) ordinary resolution to adjourn the meeting to allow further solicitation if needed.
Amend the Amended and Restated Charter to allow the Board to extend the deadline to consummate a Business Combination monthly up to six times from June 20, 2026 through December 20, 2026; includes shareholder redemption rights and Sponsor loan commitments if implemented.
The Extension Amendment Proposal asks shareholders to approve a special-resolution amendment to the company’s Amended and Restated Charter to permit the Board to extend the deadline to complete a business combination monthly for up to six calendar months, moving the outside deadline from June 20, 2026 to no later than December 20, 2026. Management seeks shareholder approval because the Company believes it needs additional time to complete the proposed Everli Business Combination and to preserve the opportunity for shareholders to participate in the transaction rather than force liquidation. The amendment triggers redemption rights for Public Shareholders who may elect to redeem their Class A shares for their pro rata portion of funds in the Trust Account upon effectiveness of the amendment, and contemplates loans from the Sponsor or its designees to deposit small monthly amounts into the Trust Account to fund potential cash shortfalls during the extension period. The board recommends a “FOR” vote arguing the extension is in the best interests of the Company given ongoing efforts to consummate the Everli transaction, while warning that approval may materially reduce the Trust Account balance through redemptions and that Sponsor loans are limited and conditioned. The vote requires a Cayman Islands special resolution (at least two-thirds of votes cast). The amendment includes specific proposed charter language replacing the Completion Window definition to extend the period to December 20, 2026 and adding definitions for Extensions and Termination Date. Outcomes include implementation mechanics, redemption procedures and repayment terms for any Sponsor loans; material risks include diminished Trust Account funds, potential failure to close even with extension, and the Board's unilateral right to liquidate prior to the Termination Date.
Ratify, by ordinary resolution, the Audit Committee’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Adjourn the Meeting by ordinary resolution to a later date(s) or indefinitely to permit further solicitation and vote of proxies if there are insufficient votes to approve the other proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Polar Asset Management Partners Inc. | 6.87% | 1,485,000 | $16M |
| 2 | LMR Partners LLP | 6.87% | 1,485,000 | $16M |
| 3 | First Trust Capital Management L.P. | 6.47% | 1,400,000 | $15M |
| 4 | MIZUHO SECURITIES USA LLC | 5.78% | 1,250,727 | $13M |
| 5 | WOLVERINE ASSET MANAGEMENT LLC | 4.75% | 1,026,683 | $11M |
| 6 | BERKLEY W R CORP | 4.62% | 998,963 | $11M |
| 7 | AQR Arbitrage LLC | 4.61% | 996,499 | $11M |
| 8 | Karpus Management, Inc.Activist | 4.57% | 988,505 | $11M |
| 9 | D. E. Shaw Co., Inc.Activist | 2.67% | 576,328 | $6M |
| 10 | Cable Car Capital, LP | 2.28% | 492,500 | $5M |
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